The Ice Mage vs The Soul Eater
by Wildfire-Dragneel
Summary: A love triangle develops that could destroy their friendship forever. She has to choose between the ice mage and the soul eater. Whoever she chooses will live, the other... shall die. Set somewhere around episode 25-40?
1. Tests, motorbikes, and half-naked guys

**I thought I would try to write a crossover... so please read and enjoy :)**

Chapter One

I sat at my wooden table in huge Class Crescent Moon, staring at the test paper in front of me. I had forgotten to study, but it's not like i ever did anyway. I just had to wait for the lesson to be over so i could get out of here, so I was impatiently tapping my black-painted fingernails on the desk and humming my favourite song.

"Shush," my friend, Maka Albarn, whispered from the seat next to me,"I'm trying to work!"

All the Meisters were doing some kind of test, and us Weapons had to do it as well, although the only grade that mattered was the Meisters.I stood up from my seat and addressed my teacher, Professor Stein, "Why do I have to do the test? My Meister doesn't come here so what's the point?" I was pretty tall so it was easy for the teacher to see me amongst all the other students.

"It's good practice for the day when you're Meister will join the DWMA. You could help her.."

"Him," I said, cutting Stein off.

"You could help him on his test." Stein continued.

"He won't come here, he's a Mage at Fairy Tail." I explained.

"Then why are you here? You're a Mage as well, are you not?" Stein asked.

As I was about to reply Maka suddenly stood up and said to us, "Can you shut up? I need to concentrate and get top marks in this test because then Soul will be destined to become a Death Scythe!"

She was going to keep on talking but Soul grabbed her arm and pulled her back down to her seat. I sighed grumpily and sat down as well, and started to hum a song again. Maka glared daggers at me, but I just smiled and continued being bored. Black Star, who had been caught cheating the night before, was pinned to the wall and had been beaten up by Stein or Sid-sensei as well. Tsubaki was kneeling beside him, as Stein wouldn't let Black Star be taken down from the wall until he had learned his lesson. I laid my head back and rested my feet on the desk, sighing deeply. I wish my Miester could be here. I moved my long hair out of my face and tied it up in a ponytail. My brown eyes scanned the room as I noticed something about Soul. Every now and then, he would look at his shirt sleeve, or his pants, or any other type of clothing. As he grinned broadly I realised, he was cheating! He had probably stuck cheat sheets to the inside of his clothes! I decided not to tell Professor Stein, partly because I admired Soul's cunningness, and because I thought it would be fun to see if Stein ever caught him.  
I looked to my right to see that Death the Kid had passed out symmetrically on the floor, apparently because he couldn't write his name neat enough, and Patti had made a giraffe out of the test papers just so then she could break it's neck.

'There is something wrong with that girl,' I thought.

I heard Oxford tell Stein that Soul was cheating (I don't know how he knew...). Stein made Soul strip to just his boxers and then sit back down and continue the test. Soul looked defeated as he started at his test paper, and he probably never studied because he thought he would get away with cheating.

I started making spitballs out of my test and shot them at Black Star. Every time, I got him somewhere around the centre of his forehead. Tsubaki wiped them off of his head but i could see that she was trying to stifle a laugh. And failing. I was laughing as well and enjoying myself (for once) until Stein pushed himself over to me on his swivel chair. That is, until the chair tipped and he fell flat on his face. I jumped over the desk and helped him up, as he said to me "Mae, you may leave if you want to."  
That started an uproar from all the other Weapons, because they wanted to leave as well.

"All of you have to stay, except for Mae. Support you're Meisters!" he yelled to all of them.

Everyone sighed as I laughed, happy to get out of this god forsaken place, waved goodbye to everyone and ran out the door.

* * *

I kept on running until I was out the front door and in the sunshine. I breathed in fresh air, and pulled out my cell phone and dialed my Meister's number.

"... Hello?" he said.

"Hi Gray, it's me. I got out of class early, and it was wondering if you could pick me up?"

"Sure thing babe... but what did you do to get kicked out of class again? That's the fifth time this week and it's only Tuesday."

"Oh, no. This time Professor Stein let me out because all the Meister's were doing some test... and seen as you weren't there i didn't have to do it." I said.

"Ok, well I've told you a million times that I can't join the DWMA." Gray said.

"I know, but I don't understand why. I'm a student but I also joined Fairy Tail, why can't you?" I asked.

"It's complicated. I've never had good history with schools. And anyway, I'm always busy so I never really have the time to study."

I sighed, "Fine. But I miss you all the time, that's all. Oh, and I thought maybe we could train tonight. Maybe try the Soul Resonance again."

"Sure, but can we talk about this later? Mira-San wants to speak to you, but I told her you guys can talk when I bring you back to the Guild. I'll be there in 10 to pick you up."

"Sure thing, hun. See you soon." I said, snapping the phone shut.

I had met Gray, the Ice Mage, a few years ago, back when I was a... I guess you could say rebel. I had run away from my home country at the age of thirteen, partly because i thought our government were evil people who wanted our money to spend it themselves, so I had graffitied all over the Government's House (which was where they all met to have meetings and stuff) and destroyed a few statues of the Prime Minister and other important democratic people, and partly because I was abandoned by everyone I knew and loved because Weapons were apparently a disgrace to our society. But I didn't know why. I had saved many peoples lives before, using my powers as a Weapon, and I never got thanked. Not once. I can change into a few different Weapons forms, like a Death Scythe, a two-handed blade, and a gun sword. Anyway, Gray was on a solo mission, and I needed directions to Death City. We happened to be in the same place at the same time and that's pretty much how we first met. He escorted me to Death City, and we became friends along the way. I joined Fairy Tail shortly after (the guild mark is black, and on my stomach), and found out that mine and Gray's soul wavelengths matched, so then he became my Meister. He also became my boyfriend after a year or two, and we have been together ever since.  
There are a few other Mages of Fairy Tail who are Meisters or Weapons, like me and Gray. Like Elfman, he can turn into a machete and a few other forms and his Meister is, of course, Evergreen. They say they are too old to join the DWMA, but I'm seventeen and I did so I don't understand why they can't. Anyway, back to reality, I have a while to wait for Gray to get here, because Fairy Tail is at the very outskirts of Death City, so I might as well do something to pass the time... on second thoughts, nah. I'm too lazy to do anything.

I went over and sat on the stone ledge, overlooking Death City. It was a really beautiful place, surrounded by desert and mountains. I swung my legs over the edge and tapped my heels against the stone side, the sound echoing through the city. I pulled off my jumper as the sun beat down on me, exposing my stomach part of my back in a black half-top. (Kind of what Liz and Patti wear) I could feel my legs getting burnt through the rips in my jeans. Damn that sun, all it does is burn people and laugh all day like a retard. I stared up at it, and it stared back at me. 'Creepy,' I thought, tearing my gaze away from the sun as i started whistling a tune.

"Hey." I turned to see Soul walking towards me, still in his boxers but he was holding a pile of clothes in his hands.

"So... did ya get kicked out?" I asked him as he put his clothes back on and sat down next to me.

"Yeah. I don't know why though. All I did was accidentally spill my drink on Maka's test paper, so she has to do it again, and then she got all mad at me and kicked me out of the classroom!"

I burst out laughing, clutching my sides as I laughed so hard. It wasn't even that funny, but something just set me off. "Never mess with nerds." I said once I had calmed down.

Soul looked at me curiously and said slowly, "Yeah... you're a weird one."

"I know!" I started laughing again, and Soul grinned toothily, happy that he could make me laugh.

"But Maka's not a nerd, you know. She just wants me to become a Death Scythe. And get top marks and pass every class. Yeah, maybe she is a little bit of a nerd." Soul laughed.

We both looked around as we heard the noise of a motorbike hum coming towards us. I saw a black motorbike ride to the DWMA and park out the front. A tall man got off and took off his helmet, revealing his spiky blue-black hair and his dark eyes. He saw me and waved, and started walking towards me.

"Gray!" I yelled, as he came up to meet me. I gave him a brief hug and a peck on the cheek as he handed me a spare motorbike helmet.

"Uh, Gray, your clothes," I said, as I realised he had stripped again.

"Oh, crap!" he said as he ran off to find his clothes.

"You ready to go?" he asked when he came back, fully dressed.  
Soul tried to silently walk away but I saw him and introduced him to Gray, "Gray, this is Soul. Soul, this is Gray."

Soul sighed, really loudly, and walked over to us with his hands in his pockets. "Hi." he said to Gray, taking his hand out of his pocket and offering it to Gray. Gray shook it, and smiled at him.

"Nice to meet you," he said, and then turned his attention back to me, "Shall we go?"

"Sure. Bye Soul!" I said as I walked away, waving at him.

As I walked with Gray to his bike, for some reason I felt like someone was watching me. I turned to see Soul still standing there, looking... disappointed, or sad even, as I left. When he saw that I was watching him, he suddenly started walking back to the school.  
Gray saw me looking over my shoulder and asked, "What's wrong?"

"Hmm? Oh, nothing." I said, turning back to Gray and smiling. But I couldn't help but wonder about Soul.

* * *

Buildings flew past as we weaved our way through the narrow streets of Death City on Gray's motorbike. I sat behind him with my hands around his waist, and held on tighter every time he turned into a sharp bend. We pulled up next to the Fairy Tail Guild, and I took of my helmet and tried to fix my frizzy hair.

"Shall we?" Gray said, offering his arm. I wrapped my arm through his as we walked through the front doors.

As usual, Fairy Tail was partying hard. There were broken tables and people laying about on the floor. No one noticed us walk in seen as everyone were yelling at each other and Natsu and Laxus were fighting, but then Erza came along to break them up.

"We're back!" Gray yelled really loudly.

Everyone turned to look at us, and the Guild went strangely quiet. I thought I had done something wrong, seen as everyone were staring at us. But then I saw Mira-Jane break out into a huge smile and rush to greet us. So did all of our friends. I hadn't been at the Guild in a little over a month, and so I guessed everyone missed me.  
After greetings were over, Gray and I sat at the usual table, with Lucy, Natsu, Erza, Happy, Wendy and Charle. We talked for ages, and I felt so glad to be back home.

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	2. A Pale Face is Normal For You, Right?

**Thanks for reading! Enjoy!**

Chapter two

**At the Guild**

"Mae-chan!" Levy called out to me as she ran up to our table. "Where have you been?" she asked.

"Studying," I replied simply, "among other things."

"Oi, Lacey, wanna rematch from before?" I heard Gajeel ask me from the bar.

"Well, firstly, I won the fight last time, so do you want a rematch? And secondly, STOP CALLING ME LACEY! It was one time why can't you forget it?"I yelled at him, turning my right arm into the barrel of the gun sword and shooting Gajeel in the head. Of course, it didn't have as much of an impact as I would have liked, seen as the bullets for my gun sword are just my soul wavelength compressed into bullet form, but I still enjoyed watching Gajeel get knocked off his seat and fall on the floor.  
'Lacey' isn't a bad nickname, you might think, but for me it brings back bad memories of the most embarrassing moment of my life. It's a long story so I won't tell it now, but it involves a horrible rash from lace and Gajeel pointing it out.

"Uh, so do you wanna fight, _Lacey_?" Gajeel taunted as he got back up.

"Oh, you are so in for it now." I said, changing my left arm into the gun barrel as well, and shooting him rapidly again and again.

Gajeel slammed into the wall behind him, and grunted as he got back up. One minute into the fight and we had already destroyed a wall and the tables around us.

"Iron dragon fist!" Gajeel yelled, coming at me. I changed my form and made my arm into part of the thick, two-handed blade, and used to deflect the attack. Gajeel took a few steps backwards and then sent out another attack, but I narrowly dodged it and countered with a punch to the stomach.

Mages were gathering around us now, in like a circle. Cana was making the mages bet on who would win, and collecting the tabs, but most people put there money towards Gajeel. 'They will be disappointed,' I thought to myself. I saw Gray standing in the crowd, and he gave me the thumbs up as I smiled at him. He knew I could handle myself. He didn't need to interfere. I know, Meister's are supposed to work as a team with their Weapons, but I usually fight most of my battles alone. Seen as Gray's not with me all of the time, I trained a lot so then I could fight my own battles. Just like this one.

Gajeel didn't seem affected by my punch. He just waited for me to make my next move. I was about to run towards him but then I heard someone yell, "STOP IT!"I turned to see Gramps standing on top of the bar, accompanied my Mira-Jane. The crowd of mages dispersed, leaving me and Gajeel standing in the middle of all the wreckage we had caused.

"We just finished cleaning up after your last fight, which was a _month ago_, so unless you want me to kick both of your asses I suggest you move this _outside_!" he yelled at us.

I smiled at him, "Aye, aye, sir!" I said sarcastically, but I ran out the door anyway, followed by Gajeel, the Master and every other Mage. They formed a circle around us again, and Gramps sat on Reedus' shoulders to get a good view.

"You know you're gonna lose. So why don't you let your Meister join, or just give up already?" Gajeel taunted again.

I gritted my teeth in anger. He has no idea who he's dealing with.  
"I'm going to wipe the floor with you," I said angrily.

"I'd like to see you try," Gajeel said  
I took of my jacket and gave it to a person in the crowd to hold. I flexed my arms and stretched my shoulders, preparing myself. As I lunged at Gajeel, all hell broke loose.

* * *

"Agh," I groaned. My whole body ached. My muscles were sore, and my legs and arms were tired, but I still felt happy. It has been two days since I (only just) beat Gajeel but everything still hurt when I moved.

I was back in Class Crescent Moon, after being in the infirmary for a couple of hours and then staying at the Guild for a few days. Gajeel had put up a good fight, but he just couldn't beat me. I sighed loudly, and propped my head up on my hands to look at Professor Stein. He was using Maka, Soul, Ox, Harvar and Black Star as examples to perform a Team Soul Resonance. Even though they failed, I had to admit it was impressive.

"Hey Tsubaki," I said to the black haired Weapon sitting next to me, "Why aren't you down there with Black Star?"

Tsubaki sighed, and said "I don't know, Professor Stein said something about Black Star being powerful enough on his own."

"Huh. That's not fair to you..." I stopped in mid-sentence as I saw Ox get slammed by Black Star into the wall. Apparently a fight had broken out between them, but Stein broke it up and sent everyone back to their seats. Soul came to sit beside me, and Maka sat down next to him in a huff.  
"Alright class, if you can't successfully do a Soul Resonance with your assigned teams, you will fail this class." Stein said.

I heard Maka gasp and then glare at Black Star, who was standing on his desk. I was assigned to a team with Kilik, Kim, and their weapons. Maka and Soul were teamed with Black Star, Tsubaki, Kid, Liz and Patti. We didn't do any training though, it was basically just learning technique and that sort of stuff.  
Stein just droned on and on about the Team Soul Resonance, and I was about to walk out of class from boredom when I heard a voice. It sounded like a female voice, and all it said was,"hello,"

"What?" I looked around at Tsubaki, "Did you say something?"

"No, why?" she asked.

"Uh, nothing." so it wasn't Tsubaki. Maybe I was just imagining it.

"Can you hear me?" there it was again. That voice. I turned to Soul, but it was obvious that it wasn't him. Who was it?

"Can you hear me?" 'she' said again.

I sighed, and said 'yes' in my mind. I wasn't actually expecting a reply.

"Good. I have one thing to say to you." I jumped out of my chair in surprise. When the class looked at me, I quietly sat back down.

'Who are you?' I asked in my head. There was a pause, and then she spoke quickly again.

'You don't need to know that. All you need to know is that I am coming for you, Mae Hayes. And I won't stop until I find you."

My face paled almost instantly. I must be imagining this. Who would get inside my head just to give me a warning that they're coming for me? Wouldn't they try to take me by surprise?  
'What?' I thought, 'Who are you?'

Silence. There was no reply. The voice was gone.

"Mae? Mae, are you okay?" Soul asked me. His hand was on my shoulder, and he was looking at me with concern.

I looked up at him. I realised that I had slumped forwards in my chair subconsciously. I blinked a couple of times, and my vision was burry but I didn't know why. My heart was beating really fast and I had developed a killer headache. The voice had gone, but had left me in shock.

"Yeah, i'm fine." I replied to Soul, "I just need to get some fresh air." I said, getting up. My legs gave way and I almost fell down, but Soul caught me at the last minute.

"You don't look alright. I'll take you down to the infirmary," he said, putting my arm over his shoulders and and helping me walk in between the desks.

"I think I can walk by myself." I said to him.

He pulled my arm off of his shoulders and put his hands back in his pockets. "Sure thing."  
We walked towards the door, but Stein intercepted us.

"Where do you think you're going?" he asked, puffing cigarette smoke into my face.

"Um, *cough* nowhere?" I said, partly choking on the smoke.

"I'm taking her to the infirmary." Soul said as he walked up to Stein.

"She doesn't look ill. Besides from the pale face. But that's normal for you, isn't it?"

"No..."

"Hmm, I could always... dissect you?" he wondered, reaching for my face.

I batted his hand away, "No way doc. I'm fine really. I just need to get outta here."

"You both are not leaving this lesson. Go back to your seats." Steing ushered us away and then walking back to the chalkboard.

"Hey wait!" Soul yelled, running after him. "At least let her get a check up. She looks sick." he argued.

While the doc and Soul were busy arguing, I took the opportunity to 'sneakily' run out the door. I hurried my way down the hall and to the girls toilets. Thank god it was empty. I leaned against the basin and stared at my ghostly pale reflection in the mirror.

I could here Soul calling for me. They had noticed that I had left so soon. I heard Soul say he wanted to talk to me. Gah, what did he want now? Maybe I should tell him about the voice. But he'll think I'm crazy. Or Lord Death? Nah, it wasn't that important. I'm probably just over reacting. I took a deep breath and tried to calm down. But I just kept on thinking about that voice.

'I'm coming for you.' the she had said. Why was this woman coming for me? Who was she? More importantly, how did she get into my head!? Her voice sounded familiar, I knew her, but i just couldn't put my finger on it. She must be some kind of telepath, to be able to get into my thoughts. But I doubt telepaths even exist. Then who could it be? Someone with a lot of power, or magic. Strong enough to leave me with side effects like headaches and blurry vision after she left my head. Someone strong enough to communicate over long distances. Maybe someone like... a witch.

**Cliffhanger! Mwah mwah ha! **

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	3. Confessions, Fish, and a Standoff

**Hiya hi hello! Little bit of fluffy love stuff at the end of this chapter... enjoy!**

Chapter three

I stumbled out of the bathroom to see Soul grumpily walking back into the classroom. I took a deep breath in, and followed him back into class. As I walked through the door the whole class started to stare at me, and I didn't know why.

"What? Can't a lady go to the toilet for ten minutes?" I shouted to them.

"You look a lot better than before," Tsubaki said to me. And she was right. I had left the bathroom as soon as the colour returned to my face and the headache had stopped. I thanked her and walked to my seat.

"So you're alright now?" Soul asked as I sat next to him.

I smiled weakly, "Never been better." I replied.

"Well, um, I'm glad you're okay." he said, and I saw a blush form over his cheeks as he turned away, slightly embarrassed.

'Hold on, Soul? Blushing? Why would he be blushing?' I thought,' Unless... oh, no, he can't! Maybe.. he likes me!'  
My cheeks started to feel a little hot... oh god no! I realised I was blushing as well! I tried to hide my face from him by turning to my right and talking to Maka instead.

'Well, jeez, that was awkward,' I thought as I absent-mindedly listened to Maka talk to me about something. She must have realised I wasn't paying her any attention because she turned around and stopped talking to why did I blush though? It's not as if I like Soul, I have Gray. Maybe subconsciously I like Soul. Nah, that doesn't even make any sense. Ah, what am I going to do?

* * *

I was chatting with Liz and Patti as I left the classroom. That was the last lesson of the day, so I finally get to go home! I was about to leave when I felt someone grab my arm. I turned to see Soul, looking as red as a tomato because he was blushing so much.

"Um, can I talk to you?" He asked me.

"Sure, what's up?" I asked casually.

"Um, can we talk alone." he asked, looking at Liz and Patti, who were still standing next to me.

"Oh... oh!" Liz exclaimed, understanding what Soul meant. Patti started to giggle but Liz clamped her hand over her sister's mouth, "we'll leave you two alone then," said Liz, winking to me as she and Patti left.

"Um, Soul? What's this about?" I asked him.

He looked up and down the corridor as if to make sure no one was around.

"I just wanted you to know that..."

My heart started to beat faster. I could feel it thumping in my chest. What was wrong with me! I love Gray! I love him, not Soul!

"Um, I like you... a lot."

"You say what now?" My mouth gaped open in surprise. Soul... likes me. I tried to speak again but my mouth just opened and closed like a goldfish. Seeing my reaction, Soul immediately took a step back and started apologizing.

"I'm sorry. I know you're dating Gray, but... I just wanted you to know how I feel." he said, shoving his hands in his pockets and looking at his feet.

"It's ok." I managed to say. What was with this feeling I have? It's kind of like a warm, fuzzy feeling in my chest. Just looking at Soul's face makes the feeling increase... does that mean that I like him?

"I'm sorry," Soul said one more time, looking embarrassed as he walked away.

'Crap.' I thought. 'I'm screwed.'

* * *

I sat on my window sill, my legs hanging out the window. The wind teased my hair, and small goosebumps formed on my legs from the breeze. This was my favourite place to be. I could sit here and forget about the world for awhile. Which was kind of hard to do, seen as I had so many things on my mind. The thing that freaked me out the most was that voice in my head. Now I'm paranoid about leaving my apartment alone. When would she come for me? When I was alone? If she is a witch... then I have to tell then there was also the problem with Soul. I obviously love Gray but, I don't know, maybe I like the both of them? God dammit! Can't I just be happy with one guy?!  
I sighed deeply and tried to think about something else as I stared out at the setting sun. That was one of the reasons why I bought this apartment. The view from my bedroom window was amazing. And because apartment was quite large, but it was cheap. Natsu and Gray would come here often to visit me, but they'd just barge in. I used to think that they didn't know how to knock.  
I heard the doorbell ring, and I hopped onto my bedroom floor and closed the windows. I walked to and opened the front door, to see Lucy, Erza, Gray, Natsu and Happy standing in the hallway.

"Hey you guys, what are you doing here?" I asked them, as I ushered them into the living room. Natsu immediately rushed towards the kitchen, but everyone else were polite enough to sit down on the couch with me.

"We don't see you very much anymore, so we decided to have dinner with you!" Lucy exclaimed, as Erza gave me a package.

"I bought this to have for dinner." Erza explained.

I smiled and opened it to find... a strawberry cake.

"Erza! You were supposed to bring the pizza!" Lucy said.

Erza grinned and said, "oh well. Now we have cake!"

We all laughed and Natsu came back into the living room with nachos and a fish for Happy.

"Aye!" Happy exclaimed happily, biting into the fish.

I looked at the fish and asked, "Where'd you get that? It stinks, and I don't have any fish."

"In your *munch* fridge," Natsu said as he ate the nachos.

"No seriously, I swear to god I didn't have any fish."

"You don't anymore." Happy said as he ate the last mouthful of raw fish.  
Natsu started laughing, and we all joined in. The rest of the night was basically the same. We laughed and cracked jokes together, just like old times. We ended up ordering pasta for dinner, at nearly 8:30. Although Natsu almost burned down the kitchen, it was a great night. Everyone left at close to midnight, besides Gray, who stayed the night. ;)

* * *

I got to the DWMA really early that morning, because I wanted to go to the library before class. I went straight to the librarian's desk, and rang the bell for assistance. From behind the desk came a tall man, with long dark hair and kind eyes.

"Can I help you, Miss Mae?" he asked.

"Um, yes, Mr. Arkba. I was wondering if I could borrow a book that had... maybe... a list of all the known witches in it?" I asked.

"May I see your ID?" he asked, and I handed him my card."I'm sorry," He said, "You're only a two star student. The type of books you want are at level four."

"Hmm. I'm guessing that means I can't borrow them?"

"Precisely."

"What if I told you that... um, Professor Stein gave me permission to borrow them?" I said, thinking up of the lie on the spot.

He looked at me curiously, them nodded. "Yes, that should be alright," he said, walking off the get the books.

I breathed a sigh of relief. That was easy. Let's just hope Stein doesn't find out about this.

"It seems all the advanced books we have about witches were checked out by Lord Death himself a few months ago." said the librarian, Mr. Arkba, as he returned.

"Okay, I'll have to ask him for them. Thank you for your help." I said as I left.

So Lord Death has all of books. Damn. Maybe I could just ask him for the books? No, then he might get suspicious. I could always steal them, but I don't know what would happen if I got caught. I'll have to find another way to get information about witches.

* * *

I walked to class, and saw Soul and Maka coming from the opposite direction so I waved at them and said hello. Maka walked into class but Soul stopped me from following her.

I looked at him, and he said,"You're boyfriend's here," motioning towards a figure walking towards us.

"Hey Mae," Gray said before kissing me, much to Soul's distaste. "I was wondering if you want to spend the today at the Guild with me and Team Natsu?" he asked sweetly, grabbing my hand.

"I would love..."

"Shouldn't you stay in class? With me?" Soul interrupted, gently touching my shoulder.

"Soul? What are you doing? Hands off my girlfriend." Gray said protectively, glaring at him.

Soul smiled and grabbed my other hand, "You know that I love her, right? And I think she likes me too, seen as she spend everyday at Shibusen with me."

"What?! No! That's not true!" I argued, trying to pull my hand out of my grasp. I was surprised by Soul's sudden boldness to admit his feelings for me in front of my boyfriend.

"You... love her?" Gray asked.

"Yes, a lot." Soul answered.

"Oh god, Gray. Don't be like Juvia, with the whole love rival thing," I pleaded.

"C'mon. Let's go." Gray said, tugging on my arm and trying to lead me outside. But Soul was still holding onto my other hand and he pulled me back.

"No, she's not going with you. She's coming with me." Soul said, motioning toward the classroom.

"She's my girlfriend. She loves me?" Gray said.

I looked back and forth between the two of them. It was like a standoff, and I was caught in the middle. I've been trying to decide which guy I like, and I've come to the conclusion that I... love them both.

But right now, I was panicking. The only thought going through my head was, "Fuuuuuuuuck!'

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	4. Discoveries of the Bad Kind

**R&R? Please enjoy this long chapter ;)**

Chapter Four

Basically, I ran. God, I never knew I could run that fast. Gray and Soul wouldn't let go of my hands, so then I turned my arms into swords which forced them to release me, and then I ran with all my might. I only wanted to get away from them because... well I don't know. Maybe I was shocked, or scared. I had no particular destination in mind, but I just wanted to get out of there. I had conflicting feelings for Soul and Gray, which had gotten me into this mess in the first place. I ran out the doors of the DWMA and down the millions of steps. I lost my sudden burst of speed and energy as soon as I got to the bottom though.

Gray and Soul were probably fighting each other, and I would hate it if one of them got hurt. Having two -amazingly handsome- men fight over you should be exciting, but not when they're both so serious. I started to walk around the city for a bit, hopefully it would take my mind off... things. I needed some time away from Soul and Gray. I wondered around, talked to some shop owners and explored the city.

But the thing i couldn't get out of my head was that Soul had said that he loves me. He had _confessed_ his love for _me_, whereas yesterday he had only said that he likes me a lot. How could such a normal, plain faced girl such as myself get two amazing guys? That was a total mystery to me.

A loud crunch under my boot snapped my out of my thoughts. 'Hmm,' I thought, studying my surroundings. I had no idea where I was. I couldn't have wondered that far away from the markets though. The street was empty, there wasn't a person in sight. The houses were tall and grey and lined the street like a giant wall. I hadn't seen this part of the city before.I lifted my boot to find that the source of the crunching noise was a now squished spider.

"Ugh, yuck!" I exclaimed, wiping the bottom of my spider guts- covered shoe on the ground.

I sighed deeply and turned around to walk back the way I came, but a relatively thick, grey fog had suddenly moved in and surrounded the street. I couldn't see anything in front of me, or behind me. The sun, that was supposed to be high in the sky, had completely disappeared behind dark and gloomy storm clouds. The fog had come in so quickly. One minute, it's as clear as day, the next, I can't see anything. I continued walking what I thought was back to the markets but I ended up getting deeper into the fog. I strained my eyes to see through the fog. That was when I saw the outline of a figure walking towards me. The person looked like a child, seen as it was so short.

The figure stopped a few metres in front of me, and stood silently amongst the fog. I couldn't make out any facial features, and I couldn't tell if it was a man or a woman.

"Hey!" I yelled out, waving to the person.  
I couldn't see any eyes, but I knew it was watching me. I started to walk towards the person, when suddenly I heard a scuttling sound behind me, and getting louder. Turning, I saw a swarm of black things moving towards me.

"What the hell?" I exclaimed, backing away. The swarm was so close that I could see them for what they really were. _Spiders_

They crawled towards me, black things with red eyes and hairy bodies. Some scuttled towards my feet, and I jumped back while turning my arms into gun barrels and firing at them. There must have been hundreds, and they looked bigger than normal spiders. Soon the ground was littered with dead bodies, but more spiders came to replace the ones that had fallen. Why were they coming for me? Coming for me. It must be the witch. There is no way this many spiders could act together in a group, unless they were controlled by magic.

I backed away as some crawled up my legs. My shoes crunched as I stepped backwards, and I turned to realise that the spiders had surrounded me on all sides. I felt them crawl up the back of my legs, and climb up my back. I tried to shake them off but they kept on clinging to me. Drips of perspiration slid down my forehead and into my eyes but I kept on turning and shooting, turning and shooting. My hair began to stick to my face, and my arms were getting heavy. I felt a few spiders crawl up to the back of my neck and then...

"Ow!" I yelled out in pain as the spiders bit me simultaneously. I grasped the back of my neck to pull them off, and I threw them on the ground and shot them. Red hot pain was burning through my neck, and I could feel it spreading through my body. Tears formed at the corners of my eyes, but i blinked them away. The spiders took advantage of my attention being distracted and crawled faster towards me.

Why was no one coming to help me? Didn't they hear me yell? Where are all the citizens?

The pain in my neck had spread to my chest and arms and it was getting harder to breathe. More spiders crawled up my legs and bit me wherever there was skin showing. I screamed out but this time in pain _and_ anger. _I_ was getting _beaten_ by a horde of _spiders_. This was one of the times when I wished my Meister was with me.

I began to feel dizzy and disorientated, and I could no longer stand properly. I sank to my knees but still tried to fight off as many spiders as I could. The burning sensation of the spider bites had lessened, and now my whole body felt numb. I was struggling to move my arms, and I felt extremely drowsy. My vision was beginning to blur and get clouded over, and I was fighting the urge to close my eyes and sleep. I could feel myself weakening. Spiders were covering my entire body, but I couldn't feel their bites anymore because my body was so numb. The weight of all the spiders was weighing me down, so I reluctantly laid on the cold ground and stared up at the clouds.

I could feel the spiders moving thought my hair and crawling over my face. My arms had transformed back to normal against my will, but the weight of the spiders had my arms and legs pinned down. I should have been dead now. That many normal spider bites would have killed a fully grown man within seconds. But these are _magic_ spiders, maybe they have something other then venom in their bites. I was struggling to keep my eyes open, and I knew I would lose consciousness or die any minute now.

But the I heard footsteps. Getting louder with every step. I could hear the vibrations of every step through the stone ground of the street. The footsteps stopped right behind me. I couldn't even turn my head to look at the person.

"Help...me," I managed to whisper. A small, circle face with an extremely large, pointy nose and white moustache appears above me. I thought it was a child, but then I saw all the wrinkles of age and the remembered the fact that a child can't grow a moustache.

"I'm sorry but I can't do that," He said in a hoarse voice. This person was really... short. He must be the person that was in the fog..

"Please," I said, trying hard not to open my mouth too wide incase spiders crawled down my throat.

"Sweet dreams, Lilith," he said, tipping the front of his top hat down to me.

"No, no, wait," I tried to say, but he clicked his fingers and ten or so spiders crawled onto my face, almost covering it completely. There was a little gap in between the spiders bodies where I could see. He smiled down at me just before the last spider crawled onto my face, covering my eyes and blocking my view. I felt like I had an extremely heavy blanket on top of me. I just couldn't keep my eyes open any longer. Just before I lost consciousness, I heard the man say, "I have her, my lady."

* * *

**One day later, at the DWMA **

**General POV**

"Hi hiya hello!" welcomed Lord Death when Gray and Soul entered the Death Room.

"Good morning, Shinigami-sama," Soul said, with his hands in pockets."You remember Gray, Mae's Meister."

"Nice to see you again, Gray! What can I do for you?" Lord Death asked.

"I.. We.. believe that Mae's missing." Gray stuttered.

"Hmm, well that is a problem. Have you looked for her?"

"Yes. We went to her apartment, to Fairy Tail, searched all through town and looked high and low in Shibusen." Soul answered.

"No one's seen her since early morning yesterday," Gray added.

"Hmm," Lord Death pondered for a moment, then spoke,"Where was she last seen?"

"Both me and Gray saw her run out of Shibusen and down into the city." Soul answered.

"Into the city, eh? Do you know where she was heading?" Lord Death asked, tilting his head slightly.

"No, she ran off rather... suddenly." Gray replied.

Lord Death could see the concern and worry etched across both of the boys faces. It pained him to find out that one of his best weapons was missing. Whatever situation Mae was in, Lord Death knew that she was skilled enough to handle herself. But still, with everything that's going on, she could be in danger.

"I'll bring in Azusa and a few others to search for her, if that helps."

"Thanks, Shinigami-sama. It might not be anything at all, maybe Mae just went out somewhere... we were just worried about her," Soul said, taking a sudden interest in his shoes and staring at them.

"I understand. I'll keep you updated in case we find something."

Gray and Soul bowed, and then left the room together. Lord Death made himself a cup of tea and sat down at his table.  
'Today is certainly a stressful day,' he thought.

* * *

**Someplace Unknown**

**Mae's POV**

"Ahh," I groaned as I awoke on the cold floor, lying flat on my back. I opened my eyes just a crack, but I still couldn't see much seen as the room I was in was almost pitch black. My whole body ached. But at least in as much pain as before.I sat up slowly and looked around. Concrete brick walls surrounded me on three sides. There was an iron bar cell door in front of me. The only light I could see was coming from a lamp in the corridor outside, and it was casting an eerie yellow glow on the ground in front of me. And there were no windows either.

I tried to stand but my legs were like jelly so I just fell to the ground again. I crawled to the iron cage door and rattled the bars. The sound echoed up and down the corridor. The bars were old and rusty, and loose in the doorframe.

"Easy," I said, smirking. A good swipe from my scythe form should cut the door down.

As my arm started to transform, I felt a wave of electricity run through my body. I screamed out in pain and sunk to the ground.

"What the..?" I exclaimed, gasping for air. I tried to transform again, but I was hit with another wave of pulsing electricity and heat.  
'Why can I not transform?' I thought, 'Where is the electricity coming from?'

I laid on the ground, panting like a dog. Jesus christ that as I was about to try to change form one last time, I heard footsteps walk up to my cell.

"Nice to see that the anesthetic has worn off and your awake. Oh and you might not want to do that." I turned to see what must be a guard, dressed in a black robe and hood with a white mask covering his face.

"See those metal bracelets? They stop you from using any kind of magic, like Weapon transforming. Think of them like electrified dog collars."

I looked at my arms and saw the bracelets. They were pure silver, and had symbols and designs engraved in the metal. I fiddled with them, but the clasp was sealed somehow and I couldn't get them off.

"Who are you? Where am I?" I asked, standing up and facing the guard.

"I work for Arachnophobia. You are underground the Baba Yaga Castle." he answered casually.

"Arachnophobia? Castle? You mean you work for the witch, _Arachne_?"

"Yes, Arachne is in control of everyone and everything here. Have you heard about her before?"

I nodded, "I read about her once."

"No talking to the prisoners!" a booming voice said from somewhere.

"Sorry, sir," said the guard, bowing and moving away.

A small man came to stand in front of my cell. The same man with the top hat, the white moustache, and the miniature height.

"You!" I yelled as I recognized him, "you! And the spiders!"

"Yes, I am Mosquito." he said, taking out a bunch of keys from his jacket pocket and unlocking the cell door. "Lady Arachne will see you know. I trust you know what the bracelets do, so don't try anything."

"Well, what if I don't want to see the witch?" I said casually, crossing my arms over my chest.

Mosquito took a step forward into my cell. Jeez, he was very intimidating even though he was half my height. I walked backwards until my back hit the cold stone wall.

"There's no negotiating. You're coming with me," He said, grabbing my arm and hauling me out into the corridor. For such a small man he was quite strong. He dragged me up stairs and through twisting corridors. This castle was like a maze.

I pulled my hand out of Mosquito's grip but continued to walk beside him.  
"I can walk by myself, you know." I scowled at him.

He just ignored me and continued walking. I could have escaped at any time, theoretically. And with Mosquito's short legs I doubt he could keep up with me if I ran. But I didn't want to, yet. I wanted to meet this witch, Arachne. Maybe I could get information from her about this organization, Arachnophobia, and relay it to Lord Death.  
I followed Mosquito to a door at the end of a candle-lit hallway. They were floor to ceiling metal double doors, with huge golden handles and symbols carved into the metal. Mosquito pushed open the doors, and ushered me inside. I entered a large chamber, with high ceilings and ornate pillars around the room. We walked into the centre of the chamber, and I gaped in awe of the structure in front of me.  
A huge spider web, as tall as the roof and as wide as the pillars surrounding it. It as gigantic, with thick, white webbing attached to the pillars, roof and floor. And right in the very middle of the spider web, sat who I knew was Arachne. She wore a dress as black as night, and it looked very... spider-like. Her purple eyes had silver in them, in the shape of a circular spider web. Her black hair was tied up, in a pretty sort of way. Her skin wasn't very tanned, it looked quite pale. But she was beautiful.

"Welcome, my dear, to Arachnophobia," she said in a very sweet but familiar voice. I realised she was the witch who had talked to me inside my head.  
Mosquito bowed as he entered, and bowed again before he addressed Arachne.  
"This is her, my lady. We captured her yesterday, and I'm sorry I could not bring her to you sooner, but she had been unconscious until about an hour ago." he informed her.

"Hmm. Well done Mosquito. Leave now." Arachne said.

"Yes, my lady." Mosquito said, leaving the chamber and closing the double doors behind him.

"Hello, Mae, was it? It's very nice to see you again."

"Again? I've never met you before!" I exclaimed.

"We have met, but you just can't remember me," Arachne said, eyeing me with curiosity.

"Whatever," I said, sighing before I continued, "So you're a witch, right? An evil one? And you're in control of this whole organization. Seen as I'm a student at the DWMA, nothing can stop me from killing evil like you." I spat out suddenly.

Arachne laughed. A loud, witchy cackle. "You? Kill me? Ah, my dear, I am more powerful than you will ever be! Oh, and those bracelets can stop you. As long as you have them on, you can't hurt me with weapons," Arachne said, smirking slightly.

"But when Lord Death and other Weapons and Meisters come for me, you won't stand a chance."

The smirk was wiped from Arachne's face almost instantly, but was soon replaced with a smile. "You're threatening me? Dear, has anyone told you how much you act like your mother? Feisty even in dangerous situations. And you look a lot like her as well?"

"My... mother? How do you know her? She lives in another country! And I don't look anything like her!" I was always very defensive about my family. I haven't seen them in years, but I still love them very much.

"What? Oh, you mean Kira Hayes?" A laugh escaped Arachne's lips, and I wondered what had amused her. "Oh, my dear, that's not your real mother. Your foster parents, Kira and Shaydo, worked for me. They were a part of Arachnophobia."

I gasped. Foster... parents?"What do you mean?" I asked.

"Kira and Shaydo were my... servants. I asked them to take you away, to look after you, until there came a time when I would need you back." Arachne smiled.

"Then... then w-who are my real p-parents?" I stuttered. I was afraid to know.

"Aw, you're in shock, aren't you? And I'm surprised that with all the clues I've given you, you still don't know who you're mother is."

Clues... what clues? Well she said I looked like my mother, actually, my fake mother. But my 'mother' has brown hair, I have black. She has blue eyes, but mine are sort of like a dark purple. My skin was very light, almost pale, whereas 'mother's' was tanned to the perfect tone. I gasped. Could it be? No, no way. Everything I had said about myself, black hair, purple eyes, pale skin... it described Arachne perfectly.

I looked up at Arachne. "You.. you?"

"You're smarter than you look. And yes, my dear, your right," She said, as she began to climb down from the spider web.

"But how? You're a...a...a witch!" I exclaimed, shaking my head in denial.

"And so are you. But now is not the time for questions," she said as she saw my mouth open to speak. She climbed all the way down to the bottom of the web and walked towards me.

"What? How can you be my... my..." I couldn't even finish the sentence.

"Your name is Lilith. I gave you a false name to hide your true identity." Arachne said as she stood in front of me.

"Lilith? But.. but.. you mean the life I have lived in, up until now, has been filled with lies?" I asked, and I felt tears well up in my eyes.

"Oh, my dear daughter," Arachne said, stroking my cheek with the back of her hand, "This is the reunion I have been waiting for."

**Bit of a cliffhanger mwah mwah ha ;) anyone got any ideas for this story? I've got writer's block again :( **

**Review?**


	5. Start of A Rescue

**I'm so sorry for having not updated in so long minna! School's been hectic and busy although I know that that's no excuse. I've been trying to get over my writer's block for this story, as I'm not very interested in it anymore. But I will update as many chapters as I can, before I run out of ideas or lose complete interest in this story. Thanks you for being patient with this story. So here's chapter five, i hope you enjoy it and I'm sorry if just seems a little crappy!**

**- Wildfire-dragneel :)**

Chapter Five

"Erza-san, have you seen Gray today?" Lucy asked while sitting on a table with Erza and Levy.

"Hmm, now that you mention it, I haven't. Is that why Natsu has been fighting all day?" She answered, delicately putting a piece of her favourite strawberry cake into her mouth. Due to Gray's sudden disappearance, Natsu has been unusually agitated and has been wanting to fight ever male member of the guild.

Already, the guild was in disarray. Tables upturned, walls smashed. The inside of the guild basically looked like a war zone. And the culprit, Natsu. He kept on battling all day, and had not once taken a break in between fights. This was unusual behaviour, even for Natsu.

"Maybe he took a job?" Levy suggested, watching the battle between Natsu and Gajeel with great interest, paying particular attention to Gajeel's every move.

"He would have told us beforehand," Erza pointed out, "and anyway, I haven't seen Mae in a while either."

"Oh my gosh, what if they took a job together? What if, what if - they spent the night together?" Levy clasped her hands in excitement.

Lucy shook her head, "Still, he would have told us," she said, "Oh, there's Master! Maybe we can ask him" she asked, looking toward the small man who had climbed onto the top of the bar.

"Attention everyone!" Makarov yelled, trying to get the Guild's attention. But with all the noise Gajeel and Natsu were making, no one seemed to hear. "ATTENTION YOU IDIOTS! I HAVE AN IMPORTANT ANNOUNCEMENT!" He yelled at the top of his lungs, making everyone freeze and slowly turn to look at him. No one dared to talk, because it seemed like Makarov wasn't very happy today.

"Thank you. I have just been informed by the DWMA that Mae is missing, and Gray and Soul are out looking for her," Makarov looked solemnly at the ground, "she has been missing for the past day. Yesterday morning she was seen walking around Death City's markets, but she has not been seen or heard from since."

The whole Guild gasped in unison, and the awkward silence that followed was broken by Natsu's loud voice.

"What?!" He yelled.

"She's missing," Lucy whispered sadly under her breath, "Can we help with the search?" She asked Makarov.

"Yes, I already decided that Team Natsu will help, while the rest of you will continue doing jobs." He informed them.

"What? Why can't we help with finding Mae-chan?" Levy asked, clearly upset.

"Because I have another plan for your team, Levy. We have heard that Brain and his comrades have been spotted outside of the city. I want you, Jet and Droy to investigate."

"Brain?" Levy said, "You mean the man behind the destruction of Cait Shelter, who awakened Jellal, and the activation of Nirvana?"

"That's the one," Makarov said, "he was spotted with the other mages, Angel, Racer,  
Cobra, and Midnight. I want you to find out his location, but do not try to take him on."

"I'll accompany them," said a gruff voice. Gajeel headed over to stand next to Levy, who tried to contain the blush that was spreading over her cheeks. "Shrimp needs someone strong to look out for her in case she gets into trouble, and I doubt those two would be of much help," Gajeel said, indicating towards Jet and Droy.

"Hey!" They shouted.

"Very well." Makarov said approvingly.

"We'll be going now." Erza said, "We decided to start the search as soon as possible." She explained as Team Natsu headed for the door.

"Wait, Natsu," Makarov called. Natsu walked up to the old man, who gestured for him to lean in closer, "make sure you find our nakama," he whispered.

Natsu nodded his head, and ran after Erza, Lucy and Happy who were waiting at the door.

* * *

DWMA

"Have you found anything?" Lord Death asked as he watched the two tired boys enter the room. Soul and Gray had been out searching for hours, travelling all around Death City in desperate hopes of finding Mae. Even though there was a certain rivalry between the two boys, they had promised not to fight until they found her.

Soul nodded slowly, "We found heaps of dead spiders littered on the ground. There must of been hundreds of them."

"And they were huge!" Gray cut in, "they were like the size of my palm, and they were completely black."

Lord Death nodded. After thinking about this all day, he had come to think that someone had taken Mae, and he already had a suspect.

"Oh, and we found this amongst the spider bodies," Gray said, holding out his hand to show Lord Death a small, blue gemstone attached to a necklace chain.

"What is it?" Lord Death asked.

"It's Mae's necklace. It was her mother's and so she never takes it off." Soul explained.

"So she was taken by force, I presume" said Lord Death.

Gray and Soul nodded their heads sadly.

* * *

"You still owe me explanations," I growled at the black haired witch as she pushed me into the room.

"I owe you nothing. I designed this room especially for you, you should be grateful." She snapped, closing the door behind her and locking it with a 'click'.

"You can't just lock me in here!" I yelled, slamming my fists against the metal door.

"Would you rather go back to the cell?" I heard her say from the other side of the door.

I humphed in reply. I heard Arachne's heels click on the ground as she walked away. I turned to examine my new room, or as I liked to call it, my prison. I gasped at what I saw. Everything was... Pink. Horrible, bright pink walls, a pink four-poster bed, and dark pink carpet. I shuddered at the thought of living here. I am not a girly-girl, I don't like skirts and dresses and nail polish and bright colours. I'm more of a tomboy, I prefer jeans and a teeshirt, darker colours, and I absolutely hate makeup. Was this her way of torturing me? Making me spend days in a terribly bright room? I didn't know.

I scanned the room, looking for anything I could use as a weapon, or even better, to get the freaking bracelets off my wrists. I hated not being able to turn into my weapon forms. It was like a part of me was missing, a part of me was locked away.

My eyes fell on a pink desk, but what was on it surprised me. A mirror.  
Did Arachne know that I could call Lord Death with this? I didn't care if she knew or not, but I ran over to the desk, and picked up the small mirror. With the tip of my finger, I drew the numbers; 42-42-564, on the mirrors surface. I waited for what felt like ages, before Lord Death appeared in the mirror.

"Mae! Is that you?" He ask me, surprised by my call.

I nodded my head. "Yes, Shinigami-sama."

"Is she there?" I heard someone yell from behind him. Gray and Soul appeared in the mirror next to Lord Death.

"Where are you? Are you alright? Are you hurt? Who took you?" Gray and Soul immediately began asking all these questions.

"I'm fine. I'm not hurt at all, surprisingly. The only thing that hurts is my eyes, from looking at this room," I managed to add humor into my voice, hoping that Gray and Soul would calm down after seeing that I'm alright.

"Where are you?" Soul asked.

"In the Baba Yaga castle, I was captured by Arachne." I explained.

"Arachne?! You mean the witch?" Gray asked.

I nodded, "There's also something else... I have to tell you,"

"Whatever it is, you call tell us after we've rescued you!" Soul said, "Now that we know where you are, we can come and save you, isn't that right, Shinigami-sama?"

"No, not yet,"

"What!?" Said Gray and Soul in unison.

"We could be walking into a trap. Arachne could have planned all of this,"

"You mean... you don't believe me?" I asked.

"I do trust you, Mae, but you could be being controlled by her, we do not know for certain," Lord Death said sadly.

"YOU THINK IM BEING CONTROLLED BY THAT BITCH? I WOULD RATHER DIE!" I screamed.

Everyone looked taken aback by my sudden outburst.

"It's definitely her," Gray said, "If you won't help us, Shinigami-sama, then we'll have to rescue her ourselves."

Gray grabbed Soul by the arm and dragged him towards the door, "I love you Mae, and we will find you, no matter what."

Without waiting for a reply Gray turned on his heel and stormed out of the room. Just before Soul left the room, I saw his mouth move as he silently mouthed words to me. 'I love you.' And then he was gone.

"I cannot stop them, you know. No matter what I say or do, they would risk their lives to save you Mae." Lord Death said.

"I'm not so sure," I muttered.

"What?"

"I found out something... about my family, my mother. If they knew, they wouldn't want to save me,"

"What are you talking about?" Lord Death asked.

I took a deep breath, and prepared for what I was going to say next.

"Arachne is my mother,"

* * *

"Natsu! Erza! Lucy! Happy!" Gray called out to his team, who he had found at the doors of the DWMA. After running from the Death room, and dragging Soul along with him, he had devised a plan to rescue Mae.

"Gray!" Erza caled out.

"Oi, ice prince, fight me!" Natsu yelled.

"Not now. I need your help," he said.

"With finding Mae?" Lucy asked.

"How'd you know? Anyway, we know her location, we just need to find a way to rescue her," Gray explained.

"You mean she was kidnapped? By who?" Natsu asked.

"A witch, by the name of Arachne." Soul said.

"Oh, hi Soul, I uh, didn't see you there," Natsu said.

"Anyway, seen as now we have Team Natsu together, Soul, I want you to round up your friends. We are all going to team up to save her." Gray asked.

Soul nodded, and ran back into the DWMA.

Preparations began to save Mae, both Team Natsu and Soul's team formed a plan to get her out of there. It was just before dark when they finally started to travel to Baba Yaga Castle, where they were sure their friend and love was waiting for them.

* * *

I heard the bolt outside the door slide back, and I had barely enough time to hide the mirror before Arachne came storming in with a package in her hands.

"I see you are fitting in well with your new room," Arachne nodded.

"Are you trying to torture me?" I asked.

"Whatever do you mean?" Arachne asked with an innocent look on her face.

"Pink, Arachne. Everything's god-awful pink. It blinds my eyes every time I look around the room!" I exclaimed.

"You complain a lot. But, seen as you are my daughter, I want you to be happy," Dropping the parcel on the bed, she walked over to one of the walls and placed her hand flat against it. Almost instantly blackness began to seep from her hand and onto the wall. It spread so quickly that it covered every inch and every corner, and in a few minutes I had four completely black walls.

"Well that's certainly... interesting," I muttered.

"The correct term is 'thank you'. I hope this is more to your taste?"

"Uh, yeah, thanks. I guess."

"Now, back to business," Arachne walked over to the previously forgotten package on the bed, "You will be wearing this to dinner tonight. Other guests will be there, so I expect good behavior from you. Mosquito will come in half an hour to take you to the dining room, I hope you will be ready by then," Arachne threw the package to me and swiftly left the room.

Gingerly, I ripped open the package, and gaped at its contents. I pulled out a long, deep purple dress from the packaging. It was almost exactly like Arachne's dress, and that made me cringe. There was black lace around the hem and neck of the dress, and a spider-like design on the front. I held out in front of me to admire it. Usually, I'm not one to wear dresses, actually, I hate them, but this dress was very beautiful. The only thing bad about it was that the upper half of the dress was actually a purple corset, covered in dark lace. God, how I hated corsets. Having to wear a dress was punishment enough, but having to go to dinner with a bunch of who I thought were other witches? That's just plain mean.

But I still got dressed, and while standing in front of the full length I did not only realise how good I looked in a dress, but also how uncomfortable it is. And the fact that I was struggling to breathe in the tight corset. I couldn't find any black shoes of any sort in the room, so I just put on my black commando boots I was wearing before.

I laid spread-eagle across the frilly bed, absolutely tired. I hadn't gotten any sleep in that cell, and I doubt I could get any sleep in this room either. I still had the silver bracelets on, and that annoyed me the most. It absolutely killed me not being able to transform.

A few minutes later I heard a knock on the door, "Time to go," I heard the rasping voice of Mosquito call out.

"Fine," I sighed, as he opened the door and I joined him in the cool, dark hallway.

"Follow me, and don't try to escape," he said, and began to walk in front of me.

"I wouldn't dream of it," I said sarcastically, and hiked up my dress to followed him.

* * *

"Lilith, you look so lovely in that dress. Come it next to me," Arachne said as soon as I entered the dimly lit room. There was a large mahogany table right in the center of the room, with four seats on each side and one on each end.

"How many people are you expecting? I asked, eyeing the ten seats.

"Only a few," she replied, "come sit," she gestured towards the seat next to her. Arachne sat at the head of the table, in a large black chair.

I slowly sat down, and stared at Arachne. "Why am I here, anyway?" I asked.

"You need to meet the other members of Arachnophobia," She stated.

"I thought it was only you, and you're minions? Oh, and Mosquito and that tall samurai dude with his little witch friend."

Arachne nodded, "Mosquito and Giriko are a part of Arachnophobia, but Mifune and Angelica are not. Mifune and I made a deal to protect the little witch girl."

"Okay... so who are the other members?" I asked.

"I'll introduce them," she said, just as the large door opened at the other end of the room, "They have arrived."

Five people walked towards us, and all but one man sat on the opposite side of the table. He went and sat at the other end, in a chair similar to Arachne's.

"This is Lilith, my daughter," she said to them, and then turned to me, "Lilith, this is..."

"I already know," I said, and Arachne raised an eyebrow quizzically. "Pity you aren't dead," I said to Brain and his comrades.


End file.
